Waton Financial Ltd美股招股说明书(2025-04-02版)

4,375,000 Ordinary Shares This is an initial public offering of 4,375,000 ordinary shares, no par value per share (the “Ordinary Shares”), of WatonFinancial Limited, a company incorporated in the British Virgin Islands. The initial public offering price is US$4.00 per OrdinaryShare. Prior to this offering, there has been no public market for our Ordinary Shares. Our Ordinary Shares have been approved forlisting on the Nasdaq Capital Market under the symbol “WTF.” We are an “emerging growth company” as defined under applicable U.S. federal securities laws and are, therefore, eligible forreduced public company reporting requirements. Please read “Implications of Being an Emerging Growth Company” beginning onpage15of this prospectus for more information. We are a BVI business company, limited by shares, incorporated in the British Virgin Islands. Under the rules of theU.S.Securities and Exchange Commission, or the SEC, we currently qualify for treatment as a “foreign private issuer.” As aforeign private issuer, we will not be required to file periodic reports and financial statements with the U.S. Securities andExchange Commission, or the SEC, as frequently or as promptly as domestic registrants whose securities are registered under theSecurities Exchange Act of 1934, as amended, or the Exchange Act. Please read “Implications of Being a Foreign Private Issuer”beginning on page16of this prospectus for more information. Investors purchasing shares in this offering are purchasing shares of Waton Financial Limited, a British Virgin Islandsholding company, rather than the shares of Waton Financial Limited’s subsidiaries that conduct substantive businessoperations in Hong Kong. Waton Financial Limited is not a Hong Kong operating company, but is rather a holdingcompany incorporated in the British Virgin Islands. Waton Financial Limited has no material operations of its own, andconducts substantive business operations through its subsidiaries based in Hong Kong. Our subsidiaries are controlled byWaton Financial Limited through equity ownership. For a description of our corporate structure, see “Corporate Historyand Structure” beginning on page66. Investors in this offering may never directly hold any equity interests in WatonFinancial Limited’s subsidiaries that conduct substantive business operations in Hong Kong. As used in this prospectus, references to “we”, “us”, “our”, or the “Company” refer to Waton Financial Limited, the BritishVirgin Islands business company that will issue the Ordinary Shares of this offering and when the financial results of WatonFinancial Limited being described, also include its consolidated subsidiaries. References to “WSI” are to Waton SecuritiesInternational Limited and references to “WTI” are to Waton Technology International Limited; WSI and WTI being WatonFinancial Limited’s subsidiaries that conduct substantive business operations in Hong Kong. Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See“Risk Factors” beginning on page20to read about factors you should consider before buying our Ordinary Shares. Waton Financial Limited is a British Virgin Islands holding company with no material operations of its own and conducts itsoperations in Hong Kong primarily through its subsidiaries, including, Waton Securities International Limited, or WSI, during thefiscal years ended March31, 2023 and 2024 and Waton Technology International Limited, or WTI, during the fiscal year endedMarch31, 2024. Waton Financial Limited holds equity interests in its subsidiaries in Hong Kong, the Cayman Islands and theBritish Virgin Islands, and does not operate its business through variable interest entities (“VIE”). As of the date of this prospectus,Waton Financial Limited does not have any subsidiaries incorporated in Mainland China. Investors are purchasing the OrdinaryShares of Waton Financial Limited, a British Virgin Islands holding company and not the shares of its subsidiaries. This corporatestructure involves unique risks to investors. As a holding company, Waton Financial Limited may rely on dividends from itssubsidiaries for cash requirements, including any payment of dividends to its shareholders. The subsidiaries’ ability to paydividends to Waton Financial Limited may be restricted by the debt the subsidiaries incur on their own behalf or laws andregulations applicable to them. TABLE OF CONTENTS See “Risk Factors — Risks Related to Our Ordinary Shares and This Offering — We rely on dividends and otherdistributions on equity paid by our subsidiaries to fund any cash and financing requirements we may have, and anylimitation on the ability of our subsidiaries to make payments may restrict our ability to finance our cashrequirements, service debt or make dividends or other distributions to our shareholders.” We and our subsidiaries face various legal and operational risks and uncertainties associated with being based,or